1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 5, 2001
REGISTRATION NO. 333-69808
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EXABYTE CORPORATION
(Exact name of Registrant as specified in its charter)
<Table>
DELAWARE 3573 84-0988566
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</Table>
1685 38th Street
Boulder, Colorado 80301
(303) 442-4333
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Stephen F. Smith, Esq.
Vice President, Chief Financial Officer, General Counsel and Secretary
1685 38th Street
Boulder, Colorado 80301
(303) 442-4333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
<Table>
Mark R. Levy James L. Palenchar
Nina Lopez Bartlit Beck Herman Palenchar & Scott
Holland & Hart LLP 1899 Wynkoop Street, Suite 800
555 17th Street, Suite 3200 Denver, CO 80202
Denver, CO 80202 (303) 592-3100
(303) 295-8000
</Table>
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective and certain
other conditions under the Merger Agreement are met or waived.
If the securities being registered on this form are been offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
2
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
3
EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-69808)
of Exabyte Corporation is filed solely to file copies of certain exhibits listed
in Part II hereto.
4
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibit Index
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
2.1 Agreement and Plan of Merger among Exabyte Corporation,
Bronco Acquisition, Inc., Ecrix Corporation, Certain
Lenders, and Certain Investors, Dated as of August 22, 2001
(13)
3.1 Restated Certificate of Incorporation of Exabyte. (1)
3.2 Certificate of Designation of Series G Convertible Preferred
Stock. (12)
3.3 By-laws of Exabyte, as amended (2)
3.4 Amendment Number 1 to Amended By-laws (12)
3.5 Form of Certificate of Designation of Series H Convertible
Preferred Stock
4.1 Article 4 of the Restated Certificate of Incorporation
(included in Exhibit 3.1)
4.2 Article 1 of the By-laws of Exabyte, as amended (included in
Exhibit 3.3)
4.3 Specimen stock certificate of Exabyte (13)
4.4 Form of Right Certificate (9)
5 Opinion of Holland & Hart LLP re legality of securities
being registered (13)
**10.1 Incentive Stock Plan, as amended and restated on January 16,
1997 (5)
**10.2 Form of Stock Option Agreement used in connection with the
Incentive Stock Plan (8)
**10.3 1990 Employee Stock Purchase Plan (4)
**10.4 Employee Stock Purchase Plan Offering used in connection
with the 1990 Employee Stock Purchase Plan (3)
**10.5 Form of participation agreement used in connection with the
1990 Employee Stock Purchase Plan (3)
**10.6 1997 Non-officer Stock Option Plan, as amended and restated
on January 19, 2001 (10)
**10.7 Form of Stock Option Agreement used in connection with the
1997 Non-Officer Stock Option Plan (7)
**10.8 Form of Indemnification Agreement entered into by Exabyte
with each director and executive officer of Exabyte (12)
**10.9 2001 Officer Bonus Plan (12)
10.10 Rights Agreement, dated January 24, 1991, between Exabyte
and The First National Bank of Boston, as Rights Agent (9)
10.11 Amendment to the Rights Agreement, dated August 4, 1995,
between Exabyte and The First National Bank of Boston as
Rights Agent (9)
10.12 Second Amendment to the Rights Agreement, dated February 1,
2001, between Exabyte and Fleet National Bank N.A. (f/k/a
The First National Bank of Boston), as Rights Agent (9)
10.13 Third Amendment to the Rights Agreement, dated August 22,
2001, between Exabyte and Fleet National Bank (f/k/a The
First National Bank of Boston), as Rights Agent (13)
</Table>
II-1
5
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
*10.14 Development Agreement, dated March 1, 2001, among Hitachi
Digital Media Products Division of Hitachi, Ltd. and Exabyte
Corporation (12)
*10.15 Manufacturing and Purchase Agreement, dated March 1, 2001,
among Nihon Exabyte Corporation and Exabyte Corporation (12)
10.16 8mm Mechanical Components Purchase Agreement, dated December
11, 1996, among Hitachi Ltd. Electronic Sales Office,
Exabyte Corporation and Nihon Exabyte Corporation. (6)
10.17 Loan and Security Agreement, dated as of May 16, 2000 ("Line
of Credit"), between Exabyte and Congress Financial
Corporation (Southwest), a subsidiary of First Union
National Bank ("Congress Financial") (11)
10.18 First Amendment to Loan and Security Agreement between
Exabyte and Congress Financial, dated as of September 29,
2000 (13)
10.19 Second Amendment to Loan and Security Agreement between
Exabyte and Congress Financial dated as of February 7, 2001
(12)
10.20 Third Amendment to Loan and Security Agreement, Waiver and
Consent, between Exabyte and Congress Financial dated August
22, 2001 (13)
10.21 Loan and Security Agreement between Exabyte and certain
lenders, dated August 22, 2001 (13)
10.22 Form of Notes
10.23 Subordination and Intercreditor Agreement between Exabyte,
Congress Financial, and other investors, dated August 22,
2001 (13)
10.24 Exabyte Purchase Agreement between the Company and Singapore
Shinei Sangyo PTE, Ltd., dated February 3, 1999 (13)
10.25 Amendment #A01 to Purchase Agreement between the Company and
Singapore Shinei Sangyo, dated January 24, 2001 (13)
10.26 Supplier Managed Inventory Agreement between the Company and
Singapore Shinei Sangyo, dated January 24, 2001 (13)
10.27 Letter Agreement, dated as of September 20, 2001, among the
Company and Juan A. Rodriguez regarding investment in the
Company's Series H Convertible Preferred Stock (13)
**10.28 Form of Severance Agreement entered into among the Company
and its executive officers (13)
*10.29 Joint Development Agreement between Aiwa Co. Ltd. ("Aiwa")
and Ecrix Corporation ("Ecrix") dated December 4, 1997
*10.30 Manufacturing & Supply Agreement between Aiwa and Ecrix,
dated March 31, 1999
*10.31 Letter Agreement regarding Defiant Chips between Aiwa and
Ecrix, dated September 21, 2000
*10.32 Memorandum of Understanding between Aiwa and Ecrix, dated
August 9, 2001
10.33 Lease Agreement between Industrial Housing Company LLC and
Ecrix, dated December 14, 1998, as amended
10.34 Lease Agreement between Cottonwood Farms Ltd. and Ecrix,
dated September 7, 1999, as amended
10.35 Lease between Boulder Walnut LLC and Exabyte Corporation,
dated October 1, 1999
10.36 Lease between Eastpark Associates, Ltd. and Exabyte
Corporation, dated May 8, 1992
10.37 Lease between Boulder 38(th) LLC and Exabyte Corporation,
dated October 1, 1999
</Table>
II-2
6
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
10.38 Lease Agreement between Eastpark Technology Center, Ltd. and
Exabyte Corporation, dated December 9, 1991
*10.39 Aiwa's Response between Aiwa and Ecrix, dated December 9,
1998
10.40 Clarification of Aiwa's Response between Aiwa and Ecrix,
dated December 28, 1998
10.41 Letter Agreement regarding Modification of Defiant Chips
between Aiwa and Ecrix, dated September 21, 2000
*10.42 Aiwa-Ecrix Summary of Agreed Points between Aiwa and Ecrix,
dated December 20, 2000
10.43 Amendment to Lease between Cottonwood Land and Farms, Ltd.
and Ecrix Corporation, dated April 15, 2000
10.44 Form of Registration Rights Agreement among the Company and
holders of Series H Convertible Preferred Stock
21.1 List of Subsidiaries (13)
23.1 Consent of PricewaterhouseCoopers LLP for Exabyte (13)
23.2 Consent of Holland & Hart LLP (contained in Exhibit 5)
23.3 Consent of Broadview International, LLC (13)
23.4 Consent of The Wallach Company/McDonald Investments, Inc.
(13)
23.5 Consent of PricewaterhouseCoopers LLP (13)
24.1 Power of Attorney (13)
99.1 Consent of Juan A. Rodriguez (13)
99.2 Consent of G. Jackson Tankersley, Jr. (13)
99.3 Consent of William J. Almon, Sr. (13)
99.4 Form of Proxy Card (13)
</Table>
---------------
* Certain portions of this exhibit have been omitted pursuant to a request
for confidential treatment thereof by the Company.
** Indicates management contracts or compensation plans or arrangements filed
pursuant to Item 601(b)(10) of Regulation S-K.
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-1
(Registration No. 33-30941) filed with the Securities and Exchange
Commission (the "SEC") on September 8, 1989 or Amendments Nos. 1 and 2
thereto (filed on October 12, 1989 and October 16, 1989 respectively), and
incorporated herein by reference.
(2) Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with
SEC on March 17, 1995 and amended on March 24, 1995, and incorporated
herein by reference.
(3) Filed as an Exhibit to the Company's Registration Statement on Form S-8
(Registration No. 33-33414), as filed with the SEC on February 9, 1990 and
incorporated herein by reference.
(4) Filed as an Exhibit to the Company's Report on Form S-8 (Registration No.
333-09279), as filed with the SEC on July 31, 1996 and incorporated herein
by reference.
(5) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, filed
with the SEC on November 12, 1997 and incorporated herein by reference.
(6) Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with
the SEC on March 20, 1997, and incorporated herein by reference.
(7) Filed as an Exhibit to the Company's Report on Form S-8 (Registration No.
333-31384), as filed with the SEC on March 1, 2000 and incorporated herein
by reference.
II-3
7
(8) Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with
the SEC on March 25, 1998, and incorporated herein by reference.
(9) Filed as an Exhibit to Amendment Number 2 to the Company's Form 8A, filed
as of February 15, 2001 and incorporated herein by reference.
(10) Filed as an Exhibit to the Company's Report on Form S-8 (Registration No.
333-67464), filed with the SEC on August 14, 2001 and incorporated herein
by reference.
(11) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, filed
with the SEC on May 16, 2000 and incorporated herein by reference.
(12) Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with
the SEC on April 27, 2001 and incorporated herein by reference.
(13) Previously filed.
II-4
8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boulder, State of Colorado, on this 5th day of
October, 2001.
EXABYTE CORPORATION
By: /s/ Stephen F. Smith
------------------------------------
Name: Stephen F. Smith
Title: Vice President, Chief Financial
Officer, General Counsel &
Secretary (Principal Financial
and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
/s/ William L. Marriner Chairman, President and Chief October 5, 2001
----------------------------------------------------- Executive Officer (Principal
William L. Marriner Executive Officer)
/s/ Stephen F. Smith Vice President, Chief October 5, 2001
----------------------------------------------------- Financial Officer, General
Stephen F. Smith Counsel
* Director October 5, 2001
-----------------------------------------------------
Peter D. Behrendt
* Director October 5, 2001
-----------------------------------------------------
Stephen C. Johnson
* Director October 5, 2001
-----------------------------------------------------
A. Laurence Jones
* Director October 5, 2001
-----------------------------------------------------
Thomas E. Pardun
Director October 5, 2001
-----------------------------------------------------
Ralph Z. Sorenson
*By /s/ William L. Marriner
-----------------------------------------------------
By Power of Attorney
</Table>
II-5
9
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
2.1 Agreement and Plan of Merger among Exabyte Corporation,
Bronco Acquisition, Inc., Ecrix Corporation, Certain
Lenders, and Certain Investors, Dated as of August 22, 2001
(13)
3.1 Restated Certificate of Incorporation of Exabyte. (1)
3.2 Certificate of Designation of Series G Convertible Preferred
Stock. (12)
3.3 By-laws of Exabyte, as amended (2)
3.4 Amendment Number 1 to Amended By-laws (12)
3.5 Form of Certificate of Designation of Series H Convertible
Preferred Stock
4.1 Article 4 of the Restated Certificate of Incorporation
(included in Exhibit 3.1)
4.2 Article 1 of the By-laws of Exabyte, as amended (included in
Exhibit 3.3)
4.3 Specimen stock certificate of Exabyte (13)
4.4 Form of Right Certificate (9)
5 Opinion of Holland & Hart LLP re legality of securities
being registered (13)
**10.1 Incentive Stock Plan, as amended and restated on January 16,
1997 (5)
**10.2 Form of Stock Option Agreement used in connection with the
Incentive Stock Plan (8)
**10.3 1990 Employee Stock Purchase Plan (4)
**10.4 Employee Stock Purchase Plan Offering used in connection
with the 1990 Employee Stock Purchase Plan (3)
**10.5 Form of participation agreement used in connection with the
1990 Employee Stock Purchase Plan (3)
**10.6 1997 Non-officer Stock Option Plan, as amended and restated
on January 19, 2001 (10)
**10.7 Form of Stock Option Agreement used in connection with the
1997 Non-Officer Stock Option Plan (7)
**10.8 Form of Indemnification Agreement entered into by Exabyte
with each director and executive officer of Exabyte (12)
**10.9 2001 Officer Bonus Plan (12)
10.10 Rights Agreement, dated January 24, 1991, between Exabyte
and The First National Bank of Boston, as Rights Agent (9)
10.11 Amendment to the Rights Agreement, dated August 4, 1995,
between Exabyte and The First National Bank of Boston as
Rights Agent (9)
10.12 Second Amendment to the Rights Agreement, dated February 1,
2001, between Exabyte and Fleet National Bank N.A. (f/k/a
The First National Bank of Boston), as Rights Agent (9)
10.13 Third Amendment to the Rights Agreement, dated August 22,
2001, between Exabyte and Fleet National Bank (f/k/a The
First National Bank of Boston), as Rights Agent (13)
*10.14 Development Agreement, dated March 1, 2001, among Hitachi
Digital Media Products Division of Hitachi, Ltd. and Exabyte
Corporation (12)
*10.15 Manufacturing and Purchase Agreement, dated March 1, 2001,
among Nihon Exabyte Corporation and Exabyte Corporation (12)
10.16 8mm Mechanical Components Purchase Agreement, dated December
11, 1996, among Hitachi Ltd. Electronic Sales Office,
Exabyte Corporation and Nihon Exabyte Corporation. (6)
</Table>
10
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
10.17 Loan and Security Agreement, dated as of May 16, 2000 ("Line
of Credit"), between Exabyte and Congress Financial
Corporation (Southwest), a subsidiary of First Union
National Bank ("Congress Financial") (11)
10.18 First Amendment to Loan and Security Agreement between
Exabyte and Congress Financial, dated as of September 29,
2000 (13)
10.19 Second Amendment to Loan and Security Agreement between
Exabyte and Congress Financial dated as of February 7, 2001
(12)
10.20 Third Amendment to Loan and Security Agreement, Waiver and
Consent, between Exabyte and Congress Financial dated August
22, 2001 (13)
10.21 Loan and Security Agreement between Exabyte and certain
lenders, dated August 22, 2001 (13)
10.22 Form of Notes
10.23 Subordination and Intercreditor Agreement between Exabyte,
Congress Financial, and other investors, dated August 22,
2001 (13)
10.24 Exabyte Purchase Agreement between the Company and Singapore
Shinei Sangyo PTE, Ltd., dated February 3, 1999 (13)
10.25 Amendment #A01 to Purchase Agreement between the Company and
Singapore Shinei Sangyo, dated January 24, 2001 (13)
10.26 Supplier Managed Inventory Agreement between the Company and
Singapore Shinei Sangyo, dated January 24, 2001 (13)
10.27 Letter Agreement, dated as of September 20, 2001, among the
Company and Juan A. Rodriguez regarding investment in the
Company's Series H Convertible Preferred Stock (13)
**10.28 Form of Severance Agreement entered into among the Company
and its executive officers (13)
*10.29 Joint Development Agreement between Aiwa Co. Ltd. ("Aiwa")
and Ecrix Corporation ("Ecrix") dated December 4, 1997
*10.30 Manufacturing & Supply Agreement between Aiwa and Ecrix,
dated March 31, 1999
*10.31 Letter Agreement regarding Defiant Chips between Aiwa and
Ecrix, dated September 21, 2000
*10.32 Memorandum of Understanding between Aiwa and Ecrix, dated
August 9, 2001
10.33 Lease Agreement between Industrial Housing Company LLC and
Ecrix, dated December 14, 1998, as amended
10.34 Lease Agreement between Cottonwood Farms Ltd. and Ecrix,
dated September 7, 1999, as amended
10.35 Lease between Boulder Walnut LLC and Exabyte Corporation,
dated October 1, 1999
10.36 Lease between Eastpark Associates, Ltd. and Exabyte
Corporation, dated May 8, 1992
10.37 Lease between Boulder 38(th) LLC and Exabyte Corporation,
dated October 1, 1999
10.38 Lease Agreement between Eastpark Technology Center, Ltd. and
Exabyte Corporation, dated December 9, 1991
*10.39 Aiwa's Response between Aiwa and Ecrix, dated December 9,
1998
10.40 Clarification of Aiwa's Response between Aiwa and Ecrix,
dated December 28, 1998
10.41 Letter Agreement regarding Modification of Defiant Chips
between Aiwa and Ecrix, dated September 21, 2000
*10.42 Aiwa-Ecrix Summary of Agreed Points between Aiwa and Ecrix,
dated December 20, 2000
10.43 Amendment to Lease between Cottonwood Land and Farms, Ltd.
and Ecrix Corporation, dated April 15, 2000
</Table>
11
<Table>
<Caption>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
10.44 Form of Registration Rights Agreement among the Company and
holders of Series H Convertible Preferred Stock
21.1 List of Subsidiaries (13)
23.1 Consent of PricewaterhouseCoopers LLP for Exabyte (13)
23.2 Consent of Holland & Hart LLP (contained in Exhibit 5)
23.3 Consent of Broadview International, LLC (13)
23.4 Consent of The Wallach Company/McDonald Investments, Inc.
(13)
23.5 Consent of PricewaterhouseCoopers LLP (13)
24.1 Power of Attorney (13)
99.1 Consent of Juan A. Rodriguez (13)
99.2 Consent of G. Jackson Tankersley, Jr. (13)
99.3 Consent of William J. Almon, Sr. (13)
99.4 Form of Proxy Card (13)
</Table>
---------------
* Certain portions of this exhibit have been omitted pursuant to a request
for confidential treatment thereof by the Company.
** Indicates management contracts or compensation plans or arrangements filed
pursuant to Item 601(b)(10) of Regulation S-K.
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-1
(Registration No. 33-30941) filed with the Securities and Exchange
Commission (the "SEC") on September 8, 1989 or Amendments Nos. 1 and 2
thereto (filed on October 12, 1989 and October 16, 1989 respectively), and
incorporated herein by reference.
(2) Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with
SEC on March 17, 1995 and amended on March 24, 1995, and incorporated
herein by reference.
(3) Filed as an Exhibit to the Company's Registration Statement on Form S-8
(Registration No. 33-33414), as filed with the SEC on February 9, 1990 and
incorporated herein by reference.
(4) Filed as an Exhibit to the Company's Report on Form S-8 (Registration No.
333-09279), as filed with the SEC on July 31, 1996 and incorporated herein
by reference.
(5) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, filed
with the SEC on November 12, 1997 and incorporated herein by reference.
(6) Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with
the SEC on March 20, 1997, and incorporated herein by reference.
(7) Filed as an Exhibit to the Company's Report on Form S-8 (Registration No.
333-31384), as filed with the SEC on March 1, 2000 and incorporated herein
by reference.
(8) Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with
the SEC on March 25, 1998, and incorporated herein by reference.
(9) Filed as an Exhibit to Amendment Number 2 to the Company's Form 8A, filed
as of February 15, 2001 and incorporated herein by reference.
(10) Filed as an Exhibit to the Company's Report on Form S-8 (Registration No.
333-67464), filed with the SEC on August 14, 2001 and incorporated herein
by reference.
(11) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q, filed
with the SEC on May 16, 2000 and incorporated herein by reference.
(12) Filed as an Exhibit to the Company's Annual Report on Form 10-K, filed with
the SEC on April 27, 2001 and incorporated herein by reference.
(13) Previously filed.